EXPLANATION OF THE AGENDA
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT INDOFOOD CBP SUKSES MAKMUR Tbk

In connection with the Annual General Meeting of Shareholders ("AGM") and Extraordinary General Meeting of Shareholders ("EGM") of PT Indofood CBP Sukses Makmur Tbk (the “Company") to be held on Friday, May 8, 2015, the explanation of each item of the agenda as follows:

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

Item 1 of the Agenda
Acceptance and approval of the annual report of the Board of Directors on the activities and financial results of the Company for the year ended December 31, 2014.

The Board of Directors of the Company will submit the annual report of the Board of Directors on the activities and financial results of the Company for the year ended December 31, 2014 to seek approval from AGM. The annual report of the Company are available at the Company’s office and can be accessed through the Company’s website.

The Board of Directors of the Company will propose to AGM to accept and to approve the Company’s Financial Statements including Balance Sheet and Income Statement for the year ended December 31, 2014, which were audited by Public Accountant firm “Purwantono, Suherman & Surja” with unqualified opinion as stated in the Report No. RPC-7036/PSS/2015 dated March 12, 2015, which presented in and as part of the annual report of the Company as described above.

Item 3 of the Agenda
Determination of the use of net profit the Company for the year ended December 31, 2014.

In relation to the expiry of the office term of current members of the Board of Commissioners and Directors of the Company at the closing of the AGM in 2015, the Board of Directors will submit to the AGM and propose the appointment of new members of the Board of Commissioners and Directors based on recommendation from the Company’s Nomination and Remuneration Committee. Curriculum vitae of new members of the Board of Commissioners and Directors are available at the Company’s office and can be accessed through the Company’s website.

Mr. Welirang was first appointed as a Commissioner of the Company based on the resolution of the AGM in 2009 and re-elected in 2012. He also serves as Director of Indofood, Vice President Director of PT Indocement Tunggal Prakarsa Tbk, President Commissioner of PT PP London Sumatra Indonesia Tbk and PT Inti Abadi Kemasindo, Commissioner of PT Salim Ivomas Pratama Tbk, PT Pondok Indah Padang Golf Tbk, PT Damai Indah Golf Tbk and PT Unggul Indah Cahaya Tbk, Chairman of the Indonesian Flour Mills Association and the Indonesian Public Listed Companies Association, Head of the Permanent Committee on Food Security at the Indonesian Chamber of Commerce and Industry, Deputy Chairman of The Employers' Association of Indonesia, Board Member of The Nature Conservancy Indonesia, Member of National Steering Committee Global Environment Fund and Member of the Advisory Board of the Indonesian Association of Food Technologists. He was previously President Commissioner of the Surabaya Stock Exchange and Vice Chairman of the National Consumer Protection Agency.
Mr. Welirang has a Higher National Diploma in Chemical Engineering from South Bank Polytechnic in London, United Kingdom.

Mr. Moleonoto was first appointed as a Commissioner of the Company based on the resolutions of the AGM in 2009 and re-elected in 2012. He is concurrently Director of Indofood; Executive Director and Head of Finance & Corporate Services IndoAgri; Vice President Director of PT Salim Ivomas Pratama Tbk and Vice President Director I of PT PP London Sumatera Tbk. He began his career in 1984 with Drs. Hans Kartikahadi & Co., a public accounting firm in Jakarta. Mr. Moleonoto is a registered accountant in Indonesia. Before joining the Plantations Division of the Indofood Group as Chief Financial Officer, he has held various management positions in the Salim Plantations Group.
He has a Bachelor of Accountancy degree from the University of Tarumanagara and a Bachelor’s degree in Management and a Master of Science degree in Administration & Business Policy from the University of Indonesia.

Mr. Alamsyah was first appointed as a Commissioner based on the resolution of the AGM in 2009 and re-elected in 2012. He concurrently serves as Commissioner of PT Cyberindo Aditama, and as Director of PT Lajuperdana Indah. Prior to joining ICBP, he was Senior Corporate Finance Manager of PT Net Sekuritas, Corporate Finance Manager of Indocement and Senior Auditor of PT Inti Salim Corpora.
Mr. Alamsyah has a Bachelor of Arts degree in Accounting from Parahyangan Catholic University in Bandung.

Mr. Winarno was first appointed as an Independent Commissioner based on the resolution of the AGM in 2010 and re-elected in 2012. He concurrently serves as Independent Commissioner of PT Mustika Ratu Tbk. He has served as Rector of Atma Jaya Catholic University in Jakarta, Secretary General of the Federation of Asian Nutrition Society (FANS), Vice President of the Federation Institute of Food Science and Technology Association for ASEAN, Chairman of the Codex Alimentarius Commission in Rome, Member of the Governing Council of the International Union of Food Science and Technology, President of the Indonesian Flavor & Fragrance Association, and President of the International Dairy Federation in Indonesia.
Mr. Winarno has a degree in Veterinary Medicine from the University of Indonesia, a Master of Science degree and a PhD in Food Science from the University of Massachusetts, USA, and a Professorship in Food Science from the Bogor Institute of Agriculture.

Mr Kartikahadi is currently Independent Commissioner of Indofood. He was a senior lecturer at the Faculty Economics of University of Indonesia and a founding member of the Indonesian Accountant Association (now Indonesian Institute of Public Accountants); Chairman of the Indonesian Accounting Standards Setting Committee; Chairman of the Board of CPA Examination in Indonesia; partner at Sie (Siddharta) & Co, Public Accountants; founder and managing partner of Hans Kartikahadi & Co, Public Accountants; founding partner, Chairman and CEO of Hans, Tuanakotta & Mustofa Group; Management Council Member of Deloitte Touche Tohmatsu (“DTT”) Asia Pacific; and DTT International Board Member. He was researcher in the fields of accounting, information systems and management at Bremer Auschuss foer Wirtschaftforschung, Bremen, Germany, and a visiting scholar at the University of Illinois at Urbana Champaign, USA.
Mr Kartikahadi has a Doctorandus degree in accountancy from Faculty of Economics of University of Indonesia.

Mr. Prakarsa was appointed as an Independent Commissioner of the Company based on the resolution of the AGM in 2013. He sits as Audit Committee Member of the Company. He concurrently serves as Independent Commissioner of PT Ever Shine Tex Tbk. He founded the Center for Corporate Leadership (CCL), the Corporate Leadership Development Institute (CLDI) and the Indonesian Society of Commissioners (Isicom), as well as the Graduate Study in Management Program, Master in Management Program and Master in Accounting Program at the Faculty of Economics, University of Indonesia; and is currently an Emeritus Professor at the Faculty of Economics, University of Indonesia.
Mr. Prakarsa has a Master of Business Administration degree from the University of Wisconsin, USA, and a PhD in Accountancy from the University of Missouri, USA.

Mr. Salim became President Director based on the resolutions of the AGM in 2009 and was re-elected in 2012. He serves as a member of the ICBP Nomination and Remuneration Committee. He is concurrently President Director and Chief Executive Officer of PT Indofood Sukses Makmur Tbk, President Commissioner of PT Fast Food Indonesia Tbk, Vice President Commissioners of PT Nestlé Indofood Citarasa Indonesia, Chairman of First Pacific and President and Chief Executive Officer of the Salim Group.
Mr. Salim has a Bachelor of Arts degree in Business from Ewell County Technical College in Surrey, England.

Mr. Tjhie was appointed as a Director of ICBP based on the resolutions of the AGM in 2009 and re-elected in 2012. He serves as a Member of the ICBP Nomination and Remuneration Committee. Mr. Tjhie is concurrently serves as Director of PT Indofood Sukses Makmur Tbk and PT PP London Sumatra Indonesia Tbk, President Director of PT Indofood Asahi Sukses Beverage, Vice President Director of PT Asahi Indofood Beverage Makmur, Non-Executive Director of IndoAgri, President Commissioner of PT Salim Ivomas Pratama Tbk, PT Indofood Fritolay makmur and PT Inti Abadi Kemasindo. He was previously Director of PT Indomiwon Citra Inti and Senior Executive of PT Kitadin Coal Mining.
Mr. Tjhie has a Bachelor’s degree in Accounting from the Perbanas Banking Institute in Jakarta.

Mr. Wiraatmadja became a Director based on the resolutions of the AGM in 2009 and was re-elected in 2012. He heads the Noodles Division and is concurrently Director of Indofood, Director of Indofood (M) Food Industries Sdn. Bhd, President Commissioner of PT Surya Rengo Containers and President Director of Indolakto.
Mr. Wiraatmadja has a Bachelor of Engineering degree in Agricultural Technology from the Bogor Institute of Agriculture, and a Master of Business Administration degree from the GS Fame Institute of Business in Jakarta.

Mr. Axton Salim was first appointed as a Director based on the resolutions of the AGM in 2009 and re-elected in 2012. He heads the Dairy Division, and is concurrently Director of Indofood, Pacsari Pte. Ltd. and PT Indofood Asahi Sukses Beverage; Non-Executive Director of IndoAgri; Vice President Director I of Indolakto; and Commissioner of Salim Ivomas Pratama Tbk, PT PP London Sumatra Indonesia Tbk and PT Nestlé Indofood Citarasa Indonesia. He also serves as Co-chair of SUN Business Network Advisory Group.
He has a Bachelor of Science in Business Administration from the University of Colorado, USA.

Mr. Sarsito currently serves as a Director of Indofood based on the resolution of the AGM of Indofood in 2004 and was re-elected in 2009 and 2012. Prior to joining Indofood, he held management positions in several financial and management services companies.
Mr Sarsito has a Bachelor of Science degree from the University of California in Berkeley, and a Master of Business Administration degree from San Francisco State University.

Ms. Setiawan was appointed as a Director based on the resolutions of the AGM in 2009 and re-elected in 2012. She heads the Investor Relations & Corporate Secretary Division and serves concurrently as Director of Indofood and Commissioner of PT Indofood Fritolay Makmur, PT Surya Rengo Containers, PT Nestlé Indofood Citarasa Indonesia, Indolakto, PT PP London Sumatra Indonesia Tbk, and PT Inti Abadi Kemasindo. Prior to Indofood, she was VP of Treasury Marketing at Chase Manhattan Bank N.A. Jakarta; Finance Director of SCTV; and Managing Director of various securities companies including PT Natura Pacific Sekuritas, PT Danpac Sekuritas and PT Victoria Kapitalindo International Sekuritas, as well as Commissioner of PT Jakarta Setiabudi Internasional Tbk.
Ms. Setiawan has a Bachelor of Science in Accounting from San Francisco State University in California, USA.

Mr. Suriady was appointed as a Director based on the resolutions of the AGM in 2009 and re-elected in 2012. He heads the Snack Foods Division, and is concurrently President Director of PT Indofood Fritolay Makmur, Director of PT Salim Ivomas Pratama Tbk, Executive Director of IndoAgri and Commissioner of PT Nestlé Indofood Citarasa Indonesia. Prior to joining the Company, he has served with automotive battery distributor PT Menara Alam Teknik at the Astra Group and consumer goods manufacturer Konica Film and Paper.
Mr. Suaimi has a Master of Business Administration degree from De Montfort University in the United Kingdom.

Mr. Pratama was appointed as a Director based on the resolutions of the AGM in 2009 and re-elected in 2012. He heads the Food Seasonings Division and food ingredients unit operation, and was previously President Director of PT Indosentra Pelangi and PT Indobiskuit Mandiri Makmur, until the two companies merged at the end of 2009.
Mr. Pratama studied Accounting at Sekolah Tinggi Ilmu Ekonomi Yayasan Administrasi Indonesia in Jakarta.

Mr. Widjaja was appointed as a Director based on the resolutions of the AGM in 2009 and re-elected in 2012. He concurrently serves as Director IV of Indolakto, Non-Executive Director of China Minzhong Food Corporation Limited and Commissioner of PT Salim Ivomas Pratama Tbk and PT PP London Sumatra Indonesia Tbk. He was previously Director & Chief Financial Officer of PT Indomarco Adi Prima.
Mr. Widjaja has a Bachelor’s degree in Management & Finance from the Catholic University of Atma Jaya in Jakarta.

Item 5 of the Agenda
Determination of the remuneration of all members of the Board of Commissioners and members of the Board of Directors of the Company.

The Board of Directors of the Company will propose to AGM the total remuneration to be paid by the Company to the member of the Board of Commissioners and the Board of Directors of the Company which effect from January 1, 2015 to December 31, 2015.

Item 6 of the Agenda
Appointment of the Public Accountant of the Company and give the authorization to the Board of Directors to determine the fees and other terms of engagement of the Public Accountant.

The Board of Directors of the Company will propose to AGM to re-appoint “Purwantono, Suherman & Surja”, as the Company’s Auditor to audit the Company’s Financial Statement for the year ended December 31, 2015, as well as to authorize the Board of Directors of the Company to determine the honorarium of the said Registered Public Accountant and other conditions related to the appointment.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

The Agenda
The amendment of the entire Company’s Articles of Association, in compliance with the regulation of Financial Services Authority.